Legal

Terms of Service

Effective Date: April 6, 2026 · Last Updated: April 6, 2026

This document is a draft template prepared for review. It does not constitute legal advice. Wayden will retain specialized legal counsel before publishing the final version.

1. Agreement to Terms

These Terms of Service ("Terms") constitute a binding agreement between Wayden, Inc. ("Wayden," "we," "us") and the licensed insurance agency ("Agency," "you," "your") using the Wayden platform (the "Service"). By clicking "I Agree," executing an Order Form, or accessing the Service, you accept these Terms. Wayden reserves the right to modify these Terms with 30 days' written notice to account administrators.

2. Description of Service

Submission Agent — Form parsing, data extraction, carrier matching, and quote comparison
Voice Agent — Inbound/outbound call handling for intake, renewals, and routine requests (TCPA-compliant)
Renewal Agent — Automated renewal detection, outreach, and re-marketing pipeline
Operations Agent — Workflow automation for COIs, endorsements, and AMS logging
Agent Dashboard — Configuration, monitoring, and approval workflows
Data Integrations — AMS and carrier portal connectors

Features may be modified, updated, or discontinued with reasonable notice.

3. Eligibility and Account Requirements

3.1 Eligibility

The Service is restricted to licensed insurance agencies in good standing, legally authorized to place commercial lines risks in the United States.

3.2 Registration

Agencies must provide accurate licensing information and maintain account security, reporting unauthorized access promptly.

3.3 Age and Authorization

All users must be 18+ and authorized agency employees or contractors.

4. License and Permitted Use

4.1 License Grant

Subject to these Terms, Wayden grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal agency operations during your subscription term.

4.2 Permitted Use

Processing submissions, automating workflows, client communications, AMS integration, and personnel training.

4.3 Restrictions

You may not sublicense, reverse engineer, or create derivative works from the Service. You may not use the Service for competing products, IP infringement, regulatory violations, or unlicensed AI decision-making on coverage determinations or binding.

5. AI Agent Capabilities and Critical Limitations

5.1 What AI Agents Do

AI agents automate administrative tasks: document parsing, data extraction, drafting communications, routing submissions, scheduling follow-ups, and similar operational workflows.

5.2 Absolute AI Red Lines

AI agents are expressly prohibited from: binding coverage, issuing certificates without human approval, providing licensed insurance advice, executing endorsements independently, making underwriting decisions, misrepresenting AI as licensed professionals, processing claims, or violating privacy laws.

5.3 Human-in-the-Loop

All consequential insurance actions require licensed professional review and approval. Agencies must properly configure and enforce approval workflows.

5.4 Accuracy Disclaimer

AI agents may produce errors, omissions, or outputs that are incomplete or incorrect. Users assume all risk for reliance on AI outputs. AI should not be the sole basis for insurance decisions.

6. Compliance Obligations

6.1 Agency Responsibilities

Agencies must maintain valid licenses, ensure TCPA and privacy law compliance, obtain client consents, monitor AI outputs, provide required disclosures, and maintain adequate E&O insurance.

6.2 Wayden Infrastructure

Wayden maintains reasonable security controls and audit logging but does not assume responsibility for your regulatory compliance.

7. Data and Privacy

7.1 Data Ownership

You retain all right, title, and interest in your Agency Data (client data, submissions, generated content). Wayden acquires no ownership rights.

7.2 License to Process

You grant Wayden a limited license to access and process Agency Data solely to provide the Service and comply with applicable law.

7.3 No AI Training on Customer Data

Wayden will not use your Agency Data to train, fine-tune, or improve foundation AI models for other customers or commercial purposes.

7.4 Security

Wayden implements commercially reasonable technical and organizational security measures to protect Agency Data against unauthorized access or destruction.

8. Fees and Payment

Fees are specified in your Order Form, due monthly in advance, and are non-refundable except as expressly stated. Pricing modifications require 60 days' written notice. Overdue amounts accrue interest at 1.5% monthly (or maximum legal rate). You are responsible for all applicable taxes. Service may be suspended after 5 business days' written notice of non-payment. Charge disputes must be reported within 30 days.

9. Term and Termination

9.1 Term

Your subscription commences upon acceptance and continues per your Order Form, with automatic renewal unless 30 days' non-renewal notice is provided.

9.2 Termination for Cause

Either party may terminate with written notice for material breach (30-day cure period; 10 days for payment failures). Wayden may terminate immediately for violations of restrictions, AI red lines, or applicable law.

9.3 Effect of Termination

Upon termination, your license terminates, use must cease, and Agency Data may be exported for 30 days before deletion per our retention schedule. Payment obligations survive termination.

10. Intellectual Property

Wayden retains all rights in the Service, software, AI models, algorithms, and documentation. Feedback you provide grants Wayden a perpetual, irrevocable, royalty-free license to use and incorporate it. Use of Wayden trademarks requires prior written consent.

11. Disclaimers

11.1 No Insurance or Legal Advice

THE SERVICE IS NOT INSURANCE. WAYDEN IS NOT A LICENSED INSURANCE AGENCY, BROKER, OR CARRIER. All insurance decisions remain your agency's responsibility.

11.2 Service Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. No warranty of uninterrupted, error-free, or secure operation.

11.3 AI Output Disclaimer

WAYDEN MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY AI-GENERATED OUTPUT.

12. Limitation of Liability

To the maximum extent permitted by law: (a) Wayden shall not be liable for indirect, incidental, consequential, or punitive damages, including lost profits, data, or goodwill; (b) Wayden's total aggregate liability shall not exceed the total fees paid by you in the preceding 12 months. These limitations apply regardless of the form of the claim.

13. Indemnification

You agree to indemnify and hold Wayden harmless from claims arising from: your use of the Service in violation of these Terms, your insurance agency operations, regulatory non-compliance, unlicensed use of AI outputs, infringement through Agency Data, or misrepresentations about the Service's capabilities.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware. Disputes will first be subject to good-faith negotiation (15 business days), then binding JAMS arbitration in Delaware with a single arbitrator. Either party may seek injunctive relief for IP misappropriation without waiving arbitration. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS — class actions are prohibited.

15. General Provisions

These Terms, together with the Order Form, Privacy Policy, and DPA, constitute the complete agreement. In case of conflict: Order Form prevails over Terms, which prevail over Privacy Policy. Unenforceable provisions will be modified minimally. Non-exercise of rights is not a waiver. Assignment requires consent (except Wayden may assign in M&A). Neither party is liable for force majeure events.

16. Contact

Wayden, Inc. — Legal Department — Email: legal@waydenai.com